Marks Pluribus' Second Acquisition in the
Property Asset Management Space
TORONTO, May 30, 2022
/CNW/ - Pluribus Technologies Corp. (TSXV: PLRB) ("Pluribus"
or the "Company"), a growing acquiror of small, profitable
software companies, today announced that pursuant to a share
purchase agreement dated May 30,
2022, the "Share Purchase Agreement") it has acquired
(the "Acquisition") all of the issued and outstanding shares
of Rowanwood Professional Service Limited ("Rowanwood" or
"RPSL").
Based in the United Kingdom,
Rowanwood is a provider of housing asset management solutions. The
Apex software supports the management and evaluation of maintenance
programs by cataloguing an inventory of assets and their condition,
tracking investment planning and supplier allocation, and providing
financial management and project audit, along with key performance
indicator review. RPSL's customers include local authorities and
housing associations, predominantly in the UK.
"With our growing portfolio beginning to gain momentum and
generate improving performance, and having secured our new credit
facilities, we are executing on the same transaction cadence that
we delivered in 2021," said Richard
Adair, CEO of Pluribus Technologies. "Rowanwood's solution
set is highly complementary to that of previously acquired Pluribus
portfolio company Assured Software, which specializes in jobsite
management tools for construction and restoration. Given the highly
adjacent nature of the two solutions, we see opportunities to
provide real-time communications between asset managers and their
tenants as well as enhanced monitoring and analysis of planned
maintenance. This improved functionality is expected to support
cross-selling of an expanded suite of advanced solutions on the
part of both companies."
"Over the past five years, Rowanwood has redeveloped its asset
management technology and, more recently, developed a new product
offering to help property organisations meet their carbon net zero
challenges by 2030 and beyond," said Andy
Rendell, Managing Director of Rowanwood Professional
Services Limited. "We are delighted to be joining Pluribus
Technologies and believe we can enhance their property asset
management vertical and expand the business into new geographies
and regions. We firmly believe this is a great opportunity for
Rowanwood, our employees and our customers, and will help
accelerate our brand recognition in the markets we serve both here
in the UK and overseas."
Acquisition Rationale
- Rowanwood has a long history as a profitable technology
business with an established operational track record, including a
diverse group of property managing customers across the UK;
- Further strengthens Pluribus' presence in the digital
enablement vertical with a particular focus on the property asset
management and contracting space;
- Highly complementary solution offering to that of existing
portfolio company, Assured Software, with numerous potential
product synergies and cross-selling opportunities, including
overseas;
- Pluribus' second acquisition in the UK, growing the portfolio's
footprint in the country; and
- Potential to attract additional complementary software solution
acquisitions by leveraging growing critical mass in the property
asset management space.
Terms of the Acquisition
Pursuant to the terms of the Share Purchase Agreement, the
Company will pay RPSL an aggregate of approximately £3.6 million
($5.8 million) in cash, as well as an
earn-out based on the achievement of future performance targets by
Rowanwood. The price paid for the acquisition falls within
Pluribus' historical target range for Adjusted EBITDA1
and the acquisition is expected to be immediately accretive.
1 Adjusted
EBITDA is a non-IFRS measure as described in the Non-IFRS Measures
section of this news release.
|
Andy Rendell, the Managing
Director of Rowanwood, will remain involved in Rowanwood
post-acquisition to ensure a smooth integration into the Pluribus
portfolio of companies.
About Rowanwood Professional
Services Limited
RPSL is the software vendor and owner of the IP to the Apex
Asset Management Solution. The Apex software is an all-encompassing
and functionally rich housing Asset Management solution designed
and developed by Rowanwood to help organizations manage their
property portfolio. For more information, please
visit: https://www.rowanwood.ltd/.
About Pluribus Technologies
Corp.
Pluribus is a technology company that is a value-based acquirer
of small, profitable business-to-business technology companies in a
range of verticals and industries. Pluribus provides its
acquisitions access to experienced sales and marketing resources,
strategic partnership opportunities, a diverse portfolio of
customers in different geographical markets and enabling
technologies to create new revenue streams and provide the
opportunity for these companies to grow in their respective
markets. For more information, please visit:
https://www.pluribustechnologies.com/.
Non-IFRS Measures
The Company uses non-IFRS measures to assess its operating
performance. Securities regulations require that companies caution
readers that earnings and other measures adjusted to a basis other
than IFRS do not have standardized meanings and are unlikely to be
comparable to similar measures used by other companies.
Accordingly, they should not be considered in isolation. The
Company uses Adjusted EBITDA as a measure of operating performance.
Management uses Adjusted EBITDA to evaluate operating performance
as it excludes amortization of software and intangibles (which is
an accounting allocation of the cost of software and intangible
assets arising on acquisition), any impact of finance and tax
related activities, asset depreciation, foreign exchange gains and
losses, other income, restructuring and transition costs primarily
related to acquisitions and other one-time non-recurring
transactions.
Forward-Looking
Information
Certain information in this press release constitutes
forward-looking statements under applicable securities laws. Any
statements that are contained in this news release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking information in this press release
includes, but is not limited to, statements with respect to the
business plans of the Company, including the successful completion
and pace of future acquisitions, the Company management's
expectation on the growth, profitability and performance of its
current and future acquisitions, TSXV approval of the Acquisition,
RPSL's continued growth and profitability, Andy Rendell engagement by RPSL following the
closing of the Acquisition, the anticipated synergies between RPSL
and the Company, the Company's ability to continue acquiring
business-to-business software companies at reasonable prices and
the Company's ability to grow its portfolio companies into
significant organizations. Forward-looking statements are often
identified by terms such as "may", "should", "anticipate",
"expect", "potential", "believe", "intend" or negatives of these
terms and similar expressions.
Forward-looking statements are based on certain assumptions,
including the Company's ability to complete acquisitions on
favourable terms; the Company's ability to manage a complex
portfolio of companies effectively; the Company's ability to
scale its management team to support a rapid pace of growth; the
Company's ability to raise sufficient financing to continue the
pace of its acquisition strategy; the Company's ability to maintain
its rapid pace of growth. Other assumptions include industry
trends, the availability of growth opportunities, and general
business, economic, competitive, political, regulatory and social
uncertainties will not prevent the Company from conducting its
business. While the Company considers these assumptions to be
reasonable based on information currently available, they are
inherently subject to significant business, economic and
competitive uncertainties and contingencies and they may prove to
be incorrect. Forward-looking information speaks only to such
assumptions as of the date of this release.
Forward-looking statements also necessarily involve known and
unknown risks, including without limitation, risks associated with
general economic conditions, including the COVID-19 pandemic,
adverse industry events, marketing costs, loss of markets, future
legislative and regulatory developments, the inability to access
sufficient capital on favourable terms, the Company's
limited operating history; ability to complete
favourable acquisitions; the software industry in
Canada and internationally, income
tax and regulatory matters, the ability of the Company to execute
its business strategies, including the ability manage a complex
portfolio of companies effectively, competition, currency and
interest rate fluctuations, and other risks.
Readers are cautioned that the foregoing is not exhaustive.
Readers are further cautioned not to place undue reliance on
forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will
occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ from those anticipated.
Forward-looking statements are not guarantees of future
performance. The purpose of forward-looking information is to
provide the reader with a description of management's expectations,
and such forward-looking information may not be appropriate for any
other purpose. Except as required by law, the Company disclaims any
obligation to update or revise any forward-looking statements,
whether as a result of new information, events or otherwise.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this press
release.
Contact:
Craig
Armitage
LodeRock Advisors
investors@pluribustechnologies.com
+1 (416) 347-8954
Richard Adair
Chief Executive Officer
Pluribus Technologies Corp.
1 (800) 851-9383
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SOURCE Pluribus Technologies Corp.